SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FISHER JAMES R

(Last)

(First)

(Middle)

C/O FISHER CAPITAL CORP. L.L.C.

8 CLARKE DRIVE

(Street)

CRANBURY

08512

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WILLIS GROUP HOLDINGS LTD [ WSH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/02/2003		X		139,092	A	$3.22	139,902⁽²⁾	I	.⁽³⁾
Common Stock	05/06/2003		S⁽¹⁾		139,092	D	$31	0⁽²⁾	I	.⁽³⁾
Common Stock	05/13/2003		X		13,909	A	$3.22	13,909⁽²⁾	I	.⁽³⁾
Common Stock	05/15/2003		S⁽¹⁾		13,909	D	$31	0⁽²⁾	I	.⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Units	⁽⁸⁾	02/14/2003⁽⁴⁾	02/20/2003	A		377.33		⁽⁵⁾	⁽⁵⁾	Common Stock	377.33	$26.502	2,526.67	D
Phantom Units	⁽⁸⁾	05/02/2003⁽⁴⁾	05/08/2003	A		323.23		⁽⁵⁾	⁽⁵⁾	Common Stock	323.23	$30.937	2,861.06⁽⁶⁾	D
Phantom Units	⁽⁸⁾	08/01/2003⁽⁴⁾	08/06/2003	A		336.93		⁽⁵⁾	⁽⁵⁾	Common Stock	336.93	$29.679	3,209.94⁽⁶⁾	D
Phantom Units	⁽⁸⁾	11/01/2003⁽⁴⁾	11/05/2003	A		305.91		⁽⁵⁾	⁽⁵⁾	Common Stock	305.91	$32.689	3,532.39⁽⁶⁾	D
CommonStock	$3.22	05/02/2003		X			139,092	01/27/1999	01/27/2014	Common Stock	139,092	$3.22	245,068	I	.⁽⁷⁾
Common Stock	$3.22	05/13/2003		X			13,909	01/27/1999	01/27/2014	Common Stock	13,909	$3.22	231,159	I	.⁽⁷⁾

Explanation of Responses:

1. These shares of common stock were sold pursuant to an underwritten public offering.

2. Mr. Fisher also owns directly 28,500 shares of common stock.

3. These shares of common stock were acquired by Fisher Capital Corp. L.L.C. through the exercise of options to purchase common stock as described on Table II of this form. Mr. Fisher, as the managing member and majority owner of Fisher Capital Corp. L.L.C., may be deemed to share ownership of any shares owned by Fisher Capital Corp. L.L.C. but disclaims such beneficial ownership.

4. The transaction date is the date on which the shares were priced under the Willis Group Holdings Limited Non-Employee Director's Deferred Compensation Plan and such shares credited to the reporting person's account within the plan.

5. These shares of phantom stock become payable, in cash or common stock, at the election of the reporting person, upon the reporting person's termination of service as a director.

6. These totals incorporate the addition of 11.16, 11.95 and 16.54 shares, respectively, from the reinvestment of dividends earned on the phantom units under this plan.

7. The reported exercised options of common stock are owned directly by Fisher Capital Corp. L.L.C. and indirectly by James R. Fisher, the managing member of Fisher Capital Corp.

8. Phantom Stock units convert to common shares on a one-for-one basis.

	James R Fisher	01/08/2004
	** Signature of Reporting Person	Date
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